GENERAL TERMS AND CONDITIONS
(Combined with the terms and conditions stated in our offers)
1. In general
Unless otherwise agreed in writing, each order implies acceptance of these general terms and conditions by the customer. Acceptance of these general terms and conditions also implies that the customer waives the application of their own general terms and conditions.
2. Conclusion of the contract
2.1. Offers are free of commitment and are valid for a period of fifteen (15) calendar days as from the date on which they were issued. The contract is only concluded by the written confirmation of acceptance of the offer by the buyer before the end of the term of validity or by the signing of a separate written agreement or by the delivery and invoicing of the goods. Unless otherwise agreed, the transport (vertical/horizontal/on-site/off-site/loading and unloading), assembly and installation are not part of the agreement between NV KORLAM and the customer and take place at the customer’s risk and expense.
2.2. The contract is deemed to have been concluded in Moorslede.
2.3. All sales and purchase contracts are concluded by the seller on the condition precedent that the information obtained by them reveal that the buyer is completely creditworthy.
2.4. NV KORLAM reserves the right to request payment guarantee from the buyer at any time – even if an order is already (partially) carried out – or, if fail to obtain such a guarantee, to take other measures deemed necessary in their interest. Acceptance of bills of exchange or any other payment method does not result in debt rollover and does not give rise to a change in the clauses of this agreement.
3.1. All payments are to be made in euro. All costs resulting from the payment are to be borne by the customer.
3.2. NV KORLAM explicitly reserves the right to increase the agreed price if one or several cost factors undergo an increase, even if this increase is the result of foreseeable circumstances.
The prices of the offers will be revised in accordance with the following price adjustment clause:
P = PO (O,40i/l + 0,40 s/S + 0,20)
P = the price to be invoice
PO = price of the offer
i = index of the materials on the date of the invoice
l = index of the materials on the date of the offer
s = wage index on the date of the invoice
S = wage index on the date of the offer
3.3. Payments are made net and in cash or in accordance with the terms and conditions specified in the offer.
3.4. The invoices are payable at the registered office of NV KORLAM and at the latest on the due date mentioned on the invoice. Any objections to our invoices are to be raised by registered letter at the latest 8 days after the date of the invoice. An objection against the invoice does not suspend the customer’s obligation to pay.
3.5. In case of non-payment of the invoice within the prescribed period of time, interests on overdue payment at a rate of 1% per month are payable on the unpaid invoice amount, by operation of law and without a formal notice of default. In addition, a fixed amount equalling 10% of the outstanding invoice amount (with a minimum of 125 euro) is payable by way of compensation, by operation of law and without prior notice of default, without prejudice to the right of NV KORLAM to claim a higher amount if proof can be provided that the damage actually suffered is higher. All collection costs are to be borne by the customer.
3.6. Even if the buyer does not take receipt of the available goods at the moment on which they are made available by the seller, the normal due date set for the payment of the delivery cannot be suspended. Also extra costs for the storage of the available goods will be charged to the customer, at a minimum of 0.5% of the value of the goods per day. Also the seller will not insure the goods, not for any risk. The buyer holds the risk.
4.1. The execution and delivery terms are given by way of indication only and start upon receipt of a valid and complete order and provided that the payment condition are strictly complied with. Non-observance of the delivery period cannot give rise to any liability of NV KORLAM nor to the dissolution of the company, nor to any form of compensation. The execution and delivery terms are extended in case of late dispatch of the documents and information required for the proper execution of the order, even if the delay is not attributable to the customer. Any changes in the execution result in an extension of the terms and possibly a price adjustment.
4.2. For the delivery and installation, both the building site and the interior of the building have to be accessible for a caterpillar crane and an articulated lorry. We cannot be held liable for damage to the access road and the work floor.
4.3. Receipt of the goods and/or works implies their final acceptance.
5. Liability and force majeure
5.1. NV KORLAM (including their employees, representatives and/or employees) can only be held liable for damage caused as a result of non-compliance with their contractual obligations, if and to the extent that this damage is caused by fraud, deceit or wilful or serious misconduct. NV KORLAM cannot be held liable for other errors. If NV KORLAM is held liable for any damage, this liability is always limited to maximally the invoice value of the order to which the liability relates. NV KORLAM can never be held liable for indirect damage, including but not limited to consequential damage, loss of profit, lost savings or damage to third parties. The customer is exclusively responsible for the use of the goods.
5.2. In all cases of force majeure, our company is entitled to either cancel all or part of the contract or to postpone its performance, without obligation on the part of our company to pay the customer any compensation.
6. Retention of title
As long as the goods delivered are not paid in full, they remain the property of NV KORLAM. This means that the transfer of ownership (including all intellectual property, drawings, calculations) is postponed until full payment of the price. However, the risk is transferred to the buyer upon conclusion of the contract.
In order to avoid forfeiture of the right of claim, complaints relating to visible defects are to be communicated by registered letter without delay, at the latest three days after delivery. Complaints relating to hidden defects, if any, are limited to defects that become apparent within one year after the invoice date and in order to avoid forfeiture of the right of claim, they are to be communicated to NV KORLAM by registered letter without delay, at the latest eight days following their discovery. The communication must contain a detailed description of the defect. Any claim relating to hidden defects against NV KORLAM shall lapse automatically if it is not brought before the competent court within a period of one year after discovery of the facts leading to the claim by the customer. Claims relating to defects do not suspend the customer’s payment obligation.
In case of cancellation of the order by the customer, the latter shall, by way of fixed compensation, owe NV KORLAM an amount equalling 25% of the agreed price, without prejudice to the right of NV KORLAM to claim a higher compensation amount provided that proof is provided of the more extensive loss actually suffered. If the goods are custom-made and therefore only have value if they are used for the purpose for which they are destined, cancellation of the contract is only possible with the consent of NV KORLAM and provided that the customer pays the full price of the goods.
NV KORLAM is entitled to dissolve the contract with the customer at any time with immediate effect, without judicial authorisation, without prior notice of default and without payment of any compensation, in the following cases: (i) if the customer fails to fulfil one or several of the obligations resulting from the contract in spite of a written notice of default in which a period of at least seven (7) calendar is granted; (ii) in case of suspension of payment or institution of bankruptcy proceedings by the customer; or (iii) if NV KORLAM has valid reasons to doubt that the customer will fulfil their obligations vis-à-vis NV KORLAM. In case of dissolution NV KORLAM also reserves the right to take back the goods delivered and to demand a fixed compensation equalling 15% of the price with a minimum of 250 euro, without prejudice to the right of NV KORLAM to demand compensation for any more extensive loss actually incurred, and all amounts due by the customer to NV KORLAM shall be payable immediately.
10. Quality and warranty.
Our laminated timber is manufactured in accordance with our Technical Approval (ATG). The cross laminated timber and Kielsteg are manufactured in accordance with the ATG and/or CE marking and/or local building-code approvals of the relevant manufacturer. These are always industrial construction products, planed but not sanded and not meant to be used as cabinetwork or decorative element. Our continuous quality assurance notwithstanding, colour differences, surface roughness and other limited imperfections may occur. Laminated wood always reacts to climate fluctuations. Shrinkage and swelling are inherent in wooden products. They may give rise to cracks, both in the wood and in the adhesive seams. This phenomenon is completely normal and has no influence on the strength properties of the product. Laminated timber – even if made from durable or treated wood – installed in and/or exposed to an outdoor climate, will be even more sensitive to this phenomenon and must therefore always be protected by the buyer in an efficient and permanent manner. The above-mentioned phenomena can in no case be regarded as a visible and/or hidden defect.
All intellectual property rights relating to drawings, calculations, plans and descriptions created by NV KORLAM on behalf of the customer and delivered to the customer will remain the property of NV KORLAM.
12. Applicable law and jurisdiction
The contract is governed by Belgian law. The courts of Ieper have exclusive jurisdiction In case of disputes.